<PAGE>
Exhibit 99(b)
THIS CALLABLE MITTS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR CALLABLE MITTS SECURITIES IN CERTIFICATED FORM, THIS CALLABLE MITTS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CALLABLE MITTS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO MERRILL LYNCH & CO., INC. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CALLABLE MITTS SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. R- _____________Units
CUSIP 590 (Each Unit representing $10 principal
amount of Callable MITTS Securities)
MERRILL LYNCH & CO., INC.
Callable Market Index Target-Term Securities(R)
due October_______, 2007
based upon Semiconductor HOLDRS(SM)
("Callable MITTS(R) Securities")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred
to as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CEDE & CO., or its registered assigns, the principal sum of MILLION DOLLARS ($[
]) (the "Principal Amount") plus the Supplemental Redemption Amount, as defined
below, if any, on October , 2007 (the "Stated Maturity"), provided that, the
Callable MITTS Securities have not been called prior to the Stated Maturity.
Payment or delivery of the Principal Amount and the Supplemental Redemption
Amount, if any, the Call Price (as defined below) and any interest on any
overdue amount thereof with respect to this Security shall be made at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.
This Callable MITTS Security is one of the series of Callable Market Index
Target-Term Securities due October__, 2007 based upon Semiconductor HOLDRS.
<PAGE>
Supplemental Redemption Amount
The "Supplemental Redemption Amount" with respect to this Callable
MITTS Security equals:
(Ending Value - Starting Value)
Principal Amount x -----------------------------
(Starting Value)
provided, however, that in no event will the Supplemental Redemption
Amount be less than zero. The Starting Value equals $[ ]. The Ending Value will
be determined by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Calculation Agent") and will equal the value of the Reference Property (as
defined below) determined as follows: (A) for any portion of the Reference
Property consisting of cash, that cash, plus interest on such amount accruing
from and including the date of the payment of that cash to holders of the
Reference Property for which that cash was paid to but excluding the Stated
Maturity at a fixed interest rate determined on the date of the payment equal to
the interest rate that would be paid on a fixed rate senior non-callable debt
security of the Company with a term equal to the remaining term for the Callable
MITTS Securities as determined by the Calculation Agent; (B) for any portion of
the Reference Property consisting of property other than cash or Reference
Securities (as defined below), the market value of that property, as determined
by the Calculation Agent on the date that the property was delivered to holders
of the relevant Reference Property for which the property was distributed plus
interest on the amount accruing from and including the date of delivery to but
excluding the Stated Maturity at a fixed interest rate determined as described
in (A) above; and (C) for any portion of the Reference Property consisting of
Reference Securities, the average (arithmetic mean) of the Closing Prices (as
defined below) of each such Reference Security determined on each of the first
five Calculation Days (as defined below) during the Calculation Period (as
defined below). If there are fewer than five Calculation Days in the Calculation
Period with respect to any Reference Security, then the Ending Value shall be
calculated using the average (arithmetic mean) of the Closing Prices of that
Reference Security on those Calculation Days, and if there is only one
Calculation Day, then the Ending Value shall be calculated using the Closing
Price of that Reference Security on such Calculation Day. If no Calculation Day
occurs during the Calculation Period with respect to that Reference Security,
then the Ending Value shall be calculated using the Closing Price of that
Reference Security determined on the last scheduled Trading Day (as defined
below) in the Calculation Period, regardless of the occurrence of a Market
Disruption Event (as defined below) on that day.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law to close and that is a day on the New York Stock
Exchange (the "NYSE"), the NASDAQ National Market System (the "NASDAQ NMS") and
the American Stock Exchange (the "AMEX") are open for trading.
"Calculation Period" means the period from and including the seventh
scheduled Trading Day prior to the Stated Maturity to and including the second
scheduled Trading Day prior to the Stated Maturity.
<PAGE>
"Calculation Day" means, with respect to any Reference Security, any
Trading Day during the Calculation Period on which a Market Disruption Event has
not occurred.
"Closing Price" of a Reference Security means, for a Calculation Day, the
following:
(a) If the Reference Security is listed on a national securities exchange
in the United States, is a NASDAQ NMS security or is included in the
OTC Bulletin Board Service ("OTC Bulletin Board") operated by the
National Association of Securities Dealers, Inc. (the "NASD"),
Closing Price means (i) the last reported sale price, regular way, on
that day on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on
which that Reference Security is listed or admitted to trading, or
(ii) if not listed or admitted to trading on any such securities
exchange or if the last reported sale price is not obtainable, the
last reported sale price on the over-the-counter market as reported
on the NASDAQ NMS or OTC Bulletin Board on that day, or (iii) if the
last reported sale price is not available pursuant to (i) and (ii)
above, the mean of the last reported bid and offer price on the over-
the-counter market as reported on the NASDAQ NMS or OTC Bulletin
Board on that day as determined by the Calculation Agent.
The term "NASDAQ NMS security" shall include a security included in
any successor to that system and the term "OTC Bulletin Board" shall
include any successor service to that service.
(b) If the Reference Security is not listed on a national securities
exchange in the United States or is not a NASDAQ NMS security or
included in the OTC Bulletin Board operated by the NASD, Closing
Price means the last reported sale price on that day on the
securities exchange on which the Reference Security is listed or
admitted to trading with the greatest volume of trading for the
calendar month preceding that day as determined by the Calculation
Agent, provided that if the last reported sale price is for a
transaction which occurred more than four hours prior to the close of
that exchange, then the Closing Price shall mean the average, mean,
of the last available bid and offer price on that exchange. If the
Reference Security is not listed or admitted to trading on any such
securities exchange or if the last reported sale price or bid and
offer are not obtainable, the Closing Price shall mean the last
reported sale price for a transaction which occurred more than four
hours prior to when trading in such over-the-counter market typically
ends, then the Closing Price shall mean the average, mean, of the
last available bid and offer prices in such market of the three
dealers which have the highest volume of transactions in the
Reference Security in the immediately preceding calendar month as
determined by the Calculation Agent based on information that is
reasonably available to it.
"Market Disruption Event" means, for any Reference Security, the
occurrence or existence on any Trading Day during the one-half hour period that
ends when the Closing Price is determined, of any suspension of, or limitation
imposed on, trading in that Reference Security on the NYSE, or other market or
exchange, if applicable.
<PAGE>
"Reference Property" initially shall mean one depositary receipt issued by
the Semiconductor HOLDRS Trust ("Semiconductor HOLDRS"), and shall be subject to
adjustment from time to time to reflect the distribution of cash, securities
and/or other property in accordance with the adjustment provisions described
below under "Dilution and Reorganization Adjustments".
"Reference Securities" shall mean any securities included in the Reference
Property.
"Trading Day" means a day on which the AMEX, the NYSE and the NASDAQ NMS
are open for trading.
All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, absent a determination by the
Calculation Agent of a manifest error, shall be conclusive for all purposes and
binding on the Company and the holders and beneficial owners of the Callable
MITTS Securities.
Early Call of the Callable MITTS Securities at the Option of the Company
During the month of October 2006 (the "Call Period"), the Company, in its
sole discretion, may elect to call the Callable MITTS Securities, in whole but
not in part, by giving notice to the Trustee on any Business Day within the
month of October 2006, at $[ ] per unit (the "Call Price") and specifying the
date on which the Call Price shall be paid (the "Payment Date").
The Payment Date shall be no later than the twentieth Business Day after
the call election. The Trustee will provide notice of the call election to the
registered holders of the Callable MITTS Securities, specifying the Payment
Date, no less than 15 calendar days prior to the Payment Date.
Dilution and Reorganization Adjustments
The Reference Property is subject to adjustment if an issuer of any
Reference Security shall: (i) pay a stock dividend or make a distribution on
that Reference Security in Reference Securities; (ii) subdivide or split the
outstanding units of that Reference Security into a greater number of units;
(iii) combine the outstanding units of that Reference Security into a smaller
number of units; (iv) issue by reclassification of units of that Reference
Security any units of another security of that issuer; (v) issue rights or
warrants to all holders of that Reference Security entitling them to subscribe
for or purchase shares, in the aggregate, for more than 5% of the number of
those Reference Securities outstanding prior to the issuance of the rights or
warrants at a price per share less than the then current market price of that
Reference Security (other than rights to purchase that Reference Security
pursuant to a plan for the reinvestment of dividends or interest); or (vi) pay a
dividend or make a distribution to all holders of that Reference Security of
evidences of its indebtedness or other assets including in the case where the
Reference Security is Semiconductor HOLDRS, any of the securities underlying
Semiconductor HOLDRS that may be distributed by the Semiconductor HOLDRS Trust,
but excluding any stock dividends or distributions referred to in clause (i)
above or any cash dividends other than any Extraordinary Cash Dividend or
issuance to all holders of that Reference Security of rights or warrants to
subscribe for or purchase any of its securities (other
<PAGE>
than those referred to in clause (v) above) (any of the foregoing assets are
referred to as the "Distributed Assets" and any of the foregoing events are
referred to as the "Dilution Events"). For purposes of provision (vi), if the
holder of a Reference Security can elect to receive securities in lieu of cash
or property other than securities, then for purposes of provision (vi) the
holders of the Reference Security shall be deemed to receive only the
securities.
In the case of the Dilution Events referred to in clauses (i), (ii), (iii)
and (iv) above, the Reference Property shall be adjusted to include the number
of units of the Reference Security and/or security of that issuer which a holder
of Reference Property as constituted immediately prior to the Dilution Event
would have owned or been entitled to receive as a result of that Dilution Event.
Each adjustment shall become effective immediately after the effective date for
the dividend, distribution subdivision, split, combination or reclassification,
as the case may be. Each adjustment shall be made successively.
In the case of the Dilution Event referred to in clause (v) above, the
Reference Property shall be adjusted by multiplying the number of Reference
Securities constituting Reference Property immediately prior to the date of
issuance of the rights or warrants referred to in clause (v) above by a
fraction, (1) the numerator of which shall be the number of Reference Securities
outstanding on the date immediately prior to such issuance, plus the number of
additional Reference Securities offered for subscription or purchase pursuant to
the rights or warrants, and (2) the denominator of which shall be the number of
Reference Securities outstanding on the date immediately prior to such issuance,
plus the number of additional Reference Securities which the aggregate offering
price of the total number of Reference Securities so offered for subscription or
purchase pursuant to the rights or warrants would purchase at the current market
price, determined as the average Closing Price per Reference Security for the 20
Trading Days immediately prior to the date of such rights or warrants are
issued, subject to certain adjustments, which shall be determined by multiplying
such total number of Reference Securities by the exercise price of the rights or
warrants and dividing the product so obtained by the current market price. To
the extent that the rights or warrants are not exercised before they expire, or
if the rights or warrants are not issued, the Reference Property shall be
readjusted to the Reference Property which would then be in effect had such
adjustments for the issuance of the rights or warrants been made upon the basis
of delivery of only the number of Reference Securities actually delivered under
the rights or warrants.
In the case of the Dilution Event referred to in clause (vi) above, the
Reference Property shall be adjusted to include, from and after the dividend,
distribution or issuance, for the portion of the Distributed Assets consisting
of cash, the amount of such Distributed Assets consisting of cash received on
Reference Property as constituted on the date of the dividend, distribution or
issuance, plus for the portion of the Distributed Assets which are other than
cash, the number or amount of each type of Distributed Assets other than cash
received on Reference Property as constituted on the date of the dividend,
distribution or issuance.
An "Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, the amount, if any, by which the aggregate amount of all cash
dividends or any other distribution made by the issuer of a Reference Security
or made pursuant to an arrangement effecting a distribution of distributable
profits or reserves, whether in cash or in specie, on any Reference Security
occurring in such 12-month period (or, if the Reference Security was not
<PAGE>
outstanding at the commencement of such 12-month period or was not then a part
of the Reference Property, occurring in such shorter period during which such
Reference Security was outstanding and was part of the Reference Property)
exceeds on a per share basis 10% of the average of the Closing Prices per share
of such Reference Security over such 12-month period (or shorter period during
which such Reference Security was outstanding and was part of the Reference
Property); provided that, for purposes of the foregoing definition, the amount
of cash dividends paid on a per share basis will be appropriately adjusted to
reflect the occurrence during such period of any stock dividend or distribution
of shares of capital stock of the issuer of such Reference Security or any
subdivision, split, combination or reclassification of shares of such Reference
Security.
If the Reference Security is Semiconductor HOLDRS, the determination as
to whether any cash dividend on such Semiconductor HOLDRS is an Extraordinary
Cash Dividend shall be made by examining which of the stocks underlying
Semiconductor HOLDRS is responsible for all or a portion of such cash dividend
or distribution on Semiconductor HOLDRS, and treating each such stock underlying
Semiconductor HOLDRS as if it were a Reference Security only for this purpose
and then determining whether such cash dividend would be an Extraordinary Cash
Dividend as defined above with respect to such deemed Reference Security.
A "Reorganization Event" shall mean, (i) any consolidation or merger of
an issuer of a Reference Security, or any surviving entity or subsequent
surviving entity of that issuer (a "Successor Company"), with or into another
entity, other than a merger or consolidation in which such issuer is the
continuing corporation and in which the Reference Security outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of such issuer or another corporation, (ii) any
sale, transfer, lease or conveyance to another corporation of the property of an
issuer of a Reference Security or any Successor Company as an entirety or
substantially as an entirety, (iii) any statutory exchange of securities of an
issuer of a Reference Security or any Successor Company with another
corporation, other than in connection with a merger or acquisition, or (iv) any
liquidation, dissolution, winding up or bankruptcy of an issuer of a Reference
Security or any Successor Company.
If a Reorganization Event occurs, the Reference Property shall include:
(i) for any cash received in that Reorganization Event, the cash received by a
holder of the Reference Property as constituted on the date of the
Reorganization Event, (ii) for any property other than cash or securities
received in that Reorganization Event, the property received by a holder of the
Reference Property as constituted on the date of the Reorganization Event as
determined by the Calculation Agent, and (iii) for any securities received in
that Reorganization Event, the securities received by a holder of the Reference
Property as constituted on the date of the Reorganization Event (subject to
adjustment on a basis consistent with the adjustment provisions described
above).
All adjustments will be calculated to the nearest 1/10,000th of a share of
the Reference Security, or if there is not a nearest 1/10,000th of a share, to
the next lower 1/10,000th of a share. No adjustment shall be required unless
that adjustment would require an increase or decrease of at least one percent in
the Closing Price; provided, however, that any adjustments which by reason of
the foregoing are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
<PAGE>
The foregoing adjustments shall be made by MLPF&S, as Calculation Agent,
and all adjustments, absent a manifest error, shall be final.
The Company will, within ten Business Days following the occurrence of an
event that requires an adjustment, or if the Company is not aware of such
occurrence, as soon as practicable after becoming so aware, provide written
notice to the trustee, which shall provide notice to the holders of the Callable
MITTS Securities of the occurrence of the event and, if applicable, a statement
in reasonable detail setting forth the adjusted Closing Price to be used in
determining the Ending Value.
General
This Callable MITTS Security is one of a duly authorized issue of
securities of the Company, issued and to be issued under an Indenture, dated as
of April 1, 1983, as amended (herein referred to as the "Indenture"), between
the Company and The Chase Manhattan Bank, as Trustee (herein referred to as the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Callable MITTS Securities, and the terms upon which the
Callable MITTS Securities are, and are to be, authenticated and delivered.
The Company hereby covenants for the benefit of the Holders of the Callable
MITTS Securities, to the extent permitted by applicable law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Callable MITTS Securities.
Except as set forth above, the Callable MITTS Securities are not subject to
redemption by the Company or at the option of the Holder prior to the Stated
Maturity.
In case an Event of Default with respect to any Callable MITTS Securities
shall have occurred and be continuing, the amount payable to a Holder of a
Callable MITTS Security upon any acceleration permitted by the Callable MITTS
Securities, with respect to each $10 principal amount thereof, will be equal to
the $10 principal amount and the Supplemental Redemption Amount, if any,
calculated assuming the date of early repayment is the Stated Maturity of the
Callable MITTS Securities. If the acceleration occurs before the end of the Call
Period, the maximum amount payable with respect to each Callable MITTS Security
will be the Call Price.
In case of default in payment of the Callable MITTS Securities (whether at
the Stated Maturity or upon acceleration), from and after the maturity date the
Callable MITTS Securities shall bear interest, payable upon demand of the
Holders thereof, at the rate of __% per annum (to the extent that payment of
such interest shall be legally enforceable) on the unpaid amount due and payable
on such date in accordance with the terms of the Callable MITTS Securities to
the date payment of such amount has been made or duly provided for.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Callable MITTS Securities of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Callable MITTS Securities at the time Outstanding, as
defined
<PAGE>
in the Indenture, of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Callable MITTS Securities of each series at the time
Outstanding, on behalf of the Holders of all Callable MITTS Securities of each
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Callable MITTS Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Callable MITTS Security and of any Callable MITTS Security issued upon the
registration of transfer hereof or in exchange hereof or or in lieu hereof
whether or not notation of such consent or waiver is made upon this Callable
MITTS Security.
No reference herein to the Indenture and no provision of this Callable
MITTS Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount plus
the Supplemental Redemption Amount, if any, with respect to this Callable MITTS
Security and any interest on any overdue amount thereof at the time, place, and
rate, and in the coin or currency herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and on the first page hereof, the transfer of this Callable MITTS
Security may be registered on the Security Register of the Company, upon
surrender of this Callable MITTS Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Callable
MITTS Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Callable MITTS Securities are issuable only in registered form without
coupons in denominations of $10 and integral multiples thereof. This Callable
MITTS Security shall remain in the form of a global security held by a
Depository. Notwithstanding the foregoing, if (x) any Depository is at any time
unwilling or unable to continue as Depository and a successor depository is not
appointed by the Company within 60 days, (y) the Company executes and delivers
to the Trustee a Company Order to the effect that this Callable MITTS Security
shall be exchangeable or (z) an Event of Default has occurred and is continuing
with respect to the Callable MITTS Securities, this Callable MITTS Security
shall be exchangeable for Callable MITTS Securities in definitive form of like
tenor and of an equal aggregate Principal Amount, in denominations of $10 and
integral multiples thereof. Such definitive Callable MITTS Securities shall be
registered in such name or names as the Depository shall instruct the Trustee.
If definitive Callable MITTS Securities are so delivered, the Company may make
such changes to the form of this Callable MITTS Security as are necessary or
appropriate to allow for the issuance of such definitive Callable MITTS
Securities.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
<PAGE>
Prior to due presentment of this Callable MITTS Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Callable MITTS Security is
registered as the owner hereof for all purposes, whether or not this Callable
MITTS Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
All terms used in this Callable MITTS Security which are defined in the
Indenture but not in this Callable MITTS Security shall have the meanings
assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
Callable MITTS Security shall not be entitled to any benefits under the
Indenture or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October______, 2000
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee [Copy of Seal] By:
Treasurer
By: Attest:
Authorized Officer Secretary
